The name of this corporation shall be the Houston Police Retired Officers Association, hereinafter referred to as the “HPROA” and/or the “Association”.

ARTICLE 2

PURPOSE

The corporation is organized for the purpose of assisting members who are receiving pension benefits in all areas of interest.

ARTICLE 3

MEMBERSHIP

Section 1:Membership Eligibility, Application and Removal.

Membership in the Houston Retired Police Officers Association is a privilege and not a right.

The Board of Directors has the authority to accept or reject any membership application with or without cause.

All applications and annual renewals will be considered individually and on their own merits.

Application for Regular or Associatemembership shall be made in writing on the appropriate forms for submission to the Board of Directors for final approval and acceptance.

Regular [voting] membership in the Association, upon adoption of these by-laws [August 8, 2013], shall be limited to those persons who are retired certified Houston Police Officers or their surviving spouses who are receiving benefits from the Houston Police Officers Pension System or the Houston Municipal Employees Pension System.

Associate [NON-VOTING] membership in the Association may be requested by any person who has a Regular member sponsor.Special consideration will be given to Regular HPROA family members, former Houston Police Officers, retired civilian HPD employees, and former civilian HPD employees and/or their immediate family members.

Anyone sponsored by a member and not in one of the above categories will be considered on a case by case basis by the Board of Directors.

An Associate member will not be eligible:

to vote

to hold any elected position in the Association

to be Chairman of any committee

to make a motion or to comment or to speak regarding motions

to sponsor another Associate member

2.)An Associate member’s service on any committee will be at the discretion of the President.

3.) An Associate member shall be allowed to attend and participate in all activities of the Association a Regular member would, except as stated in Paragraph 1.).

Regular membership shall be maintained in good standing as long as the member pays all applicable dues and has not been removed for good cause. A Regular member may be removed for good cause upon written complaint to the Board of Directors and by the unanimous vote of a valid quorum of the Board of Directors.

Associate membership will be maintained at the will and pleasure of the Board of Directors.A simple majority vote for removal by a valid quorum of Directors can remove an Associate member.

If the Board of Directors terminates an Associate membership without stated cause the annual membership fee will be returned or refunded to the member based on the daily rate computed using 365 days per year.Any removal for a stated cause will result in forfeiture of all paid dues.

Without limiting in any way the foregoing, any member who was admitted into membership in the Association on or after the date of adoption [August 8, 2013] of these by-laws shall be removed by the Board of Directors for the conviction of, or being placed on probation with or without an adjudication of guilt, for (1) a felony, or (2) any misdemeanor involving moral turpitude, or (3), any attempt, conspiracy, or solicitation of another to commit any of the foregoing crimes.

Section 2:Dues and Fees.

The dues for Regular membership in theAssociation shall be seventy-five dollars ($75.00) annually for membership.The dues for Associate membership in the Association shall be fifty dollars ($50.00) annually.

In addition to the collection of annual dues, the Association may collect voluntary contributions to a Political Action Committee (PAC) made by any member, Regular or Associate, and deposit such contribution into an established bank account for that purpose.

The Board of Directors shall determine fees for all HPROA programs and services.The Board of Directors may, on an individual basis, reduce or waive the payment of annual dues by any member who might otherwise be prohibited from membership in the Association due to the inability to pay the annual dues.

Section 3:Miscellaneous.

The Associate membership program will be monitored by the Board and can be terminated by a 2/3 vote of a quorum of directors.

Sponsor’s responsibility:A Regular member that sponsors an Associate member will be vouching for the good character of the applicant to the Board of Directors and to the general membership of the HPROA.

ARTICLE 4

OFFICERS

Section 1: Officers.The officers of this Association shall be: President, 1st Vice President, 2nd Vice President, Secretary, Treasurer and Seven (7) Directors of the Board, numbered one through seven, not including the immediate past President, who shall be appointed automatically to the Board until succeeded by a new outgoing President.All officers must be Regular members in good standing.

Section 2: Terms of Office.The term of office for the President shall be one (1) year.The term of office for all other officers and all 7 members of the Board of Directors shall be two (2) years.

Section 3: Duties of Officers.

The President: Preside over all meetings, act on behalf of the Association and carry out all duties as directed by the Board of Directors.The President may vote on any measure pending before the Board of Directors, or any duly authorized Committee, in order to break a tie.The President may create and appoint Chairpersons of committees within the Association with the approval of the Board of Directors.The president shall be an ex-officio member of all standing committees.The President shall approve or deny an Associate member’s service on any committee.The President shall be a co-signatory on all Association contracts, checks, drafts, and/or notes as required.

1st Vice President:Act in the absence of the President and perform such duties as required of the President and by the Board of Directors.The 1st Vice President shall be co-signatory on all Association contracts, checks, drafts and /or notes, when required.

2nd Vice President:Act in the absence of the President or 1st Vice President and perform such duties as required by the President and the Board of Directors.The 2nd Vice President shall be a co-signatory on all Association contracts, checks, drafts and/or notes, when required.

Secretary:Record the minutes of all meetings of the Board of Directors, keep records of all the correspondence of the Association, receive all applications for membership, oversee the preparation of any ballots and perform any such other duties as directed by the President or Board of Directors.

Treasurer:Oversee the accounts of the Association, receive all funds and dues, distribute all monies as directed by the Board of Directors and perform such other duties as directed by the President or Board of Directors.All distribution of funds by the Treasurer must be approved by the Board of Directors, and shall be reported in the monthly Treasurer’s report.All checks, notes and drafts of the Association shall be signed by the Treasurer and countersigned by the President, 1st Vice President, or the 2nd Vice President.The Treasurer shall serve as Chairperson of the Budget and Finance Committee.

Section 4:Power of Officers.All of the officers named and described in this article shall constitute the Board of Directors of this association.Said Board shall be the governing body and shall have care, custody, control and management of all the assets of the Association.The Board of Directors shall authorize any expenditure of monies for the hiring of any employee of the Association

Section 5:Vacancy of Office.A vacancy in the office of the President shall be filled by the 1st Vice President for the remainder of the term.A vacancy in any other office shall be filled for the remainder of the term by a ballot vote of the Board of Directors at a Regular meeting or a special meeting called for that purpose.

ARTICLE 5

MEETINGS

Section 1:Meeting Procedures.

The annual meeting of the Association shall be held on the second Thursday in August each year.

No notice of annual or regular meetings shall be required.

No Proxy voting will be allowed.

The general membership meetings shall be held on the second Thursday of each month starting at 9:30AM at a location determined by the Board of Directors.

The Board of Directors shall meet on the second Thursday of each month prior to the general membership meeting.

A special meeting of the Board of Directors or of the general membership may be called by:

1). the President,

2). seven members of the Board of Directors

3). or ten percent of the active membership.

All meetings of the Association shall be closed to non-members.

Non-members may only attend and address the Board of Directors or the membership with the express permission of the presiding officer.

The presiding officer shall consult with the membership or the Board of Directors before allowing a non-member to attend a general membership meeting or the Board meeting.

Section 2:Rules of Order.Robert’s Rules of Order Newly Revised 10th Edition shall govern the conduct and procedures of all meetings.Failure to follow such rules shall not be grounds for the reversal or invalidation of any action taken at such meetings.A majority vote shall be required for the passage of any item unless otherwise stated by these by-laws.

The order of business is as follows:

1) Call to order/determination of a quorum

a. Approval of guest(s) to attend

2) Reading of the minutes of previous meeting and approval

3) Treasurer’s Report and approval

4) Reports of Standing Committees

5) Reports of Special Committees

6) Unfinished Business

7) New Business

8) Good and welfare of the Association

9) Motion to Adjourn

Section 3: Parliamentarian.The President may appoint a member to the position of parliamentarian after the annual August meeting.The appointee’s name shall be submitted to the Board of Directors at the regular September meeting and upon approval, the appointee shall assume his/her position immediately thereafter. The parliamentarian shall advise the President, and other officers, the committees, and members on matters of parliamentary procedures.The decision of the Parliamentarian is binding unless overruled by a majority of members present.

Section 4: Sergeant at Arms.A Sergeant at Arms may be appointed by the President to assure the admittance of only members to general membership meetings and that any non-member(s) have prior approval to attend.He shall also assist in maintaining order as the President may direct.

ARTICLE 6

ELECTIONS

Section 1: Election of Officers and the Board of Directors.Elections will be held at the annual general membership meeting on the second Thursday of August each year.

The election for the position of 1st Vice president, Treasurer, and members of the Board whose position number coincides with the even number years shall be held at the annual membership meeting in 2005 and every two (2) years thereafter.

The election for the position of 2nd Vice President, Secretary and members of the Board whose position number coincides with the odd number years shall be held at the annual membership meeting in 2006 and every two (2) years thereafter.

Section 2: Nominating Committee Chairperson.The President shall appoint and announce the Chairperson of the Nominating Committee at the May meeting.The Committee shall develop and prepare a slate of candidates to be announced by the Chairperson at the June general membership meeting.

Section 3:Nomination Procedure.

Only HPROA Regular members may run for office.

The Nominating Committee will announce their slate of candidates at the June general meeting.

Nominations from the floor will also be taken at this time.

All candidates who are nominated must agree to serve if elected.

If a members name is placed in nomination and, after the nominations cease, that person withdraws his or her name, the nominations from the floor will be reopened for that position only.

Section 4: Election Committee Chairperson.

The President shall appoint and announce the Chairperson of the Election Committee at the May meeting.

The Chairperson shall appoint at least 2 members to this committee.

The Chairperson shall receive all ballots cast.At the August general membership meeting this Committee will immediately count and verify all ballots cast.

The Chairperson will then appear before the general membership and announce the number of ballots cast for each candidate.

Section 5: Election Procedure.

The ballot will be printed with the names of all nominees listed for the position for which they are running, including space for write-in candidates.

The order in which the names of multiple nominees for any position will be printed on the ballot shall be determined by a drawing of names conducted by the Chairperson of the Election Committee at the June general meeting.

A “Ballot Envelope” and a self addressed return envelope will be mailed to all HPROA members.

There will be no postage stamp on the return envelope; return postage must be provided by the voting member.

The ballot package will include instructions on how to mark and return the ballot.

The “Ballot Envelope” shall have a distinctive marking, unique to the HPROA.

The ballot should be:

Marked with choices

Placed in the “Ballot Envelope” and sealed

Then the “Ballot Envelope” placed in the self addressed return envelope and it sealed.

The return envelope will then be signed by the voting member across the back above his/her legibly printed name.

This return envelope must be signed for the ballot to be counted.

Return postage must be placed on the signed return envelope and mailed to the HPROA office.

All ballots must be returned to the HPROA office prior to the August general meeting.

Upon receiving the self addressed return envelope, the HPROA office secretary will check the name on the back of the envelope against the list of HPORA members and mark such list indicating that the member voted.

The opening of the return envelopes by the HPROA office secretary and the removal of the ballot envelope should be monitored by at least one (1) witness, appointed by the President in the event of a later challenge.

The HPROA office Secretary will retain all of the signed return envelopes until such time as the election has been certified by the Board of Directors.

All returned envelopes and ballot envelopes shall be filed separately and secured by the HPROA office secretary until the August meeting.

At the August general membership meeting, the HPROA office secretary will turn over all ballot envelopes to the Election Committee Chairperson, unopened, to be opened and counted by the Election Committee.

There will be no voting in person at the August general membership meeting

After the votes are counted, the Election Chairperson will announce the number of votes each candidate received who ran for the position.The person receiving the most votes for a position will be declared the winner of that position.There will be no run-off. In the event of a tie, the winner will be decided by a coin toss.

Each candidate may have an observer present during the counting of ballots, if desired.

Write in votes for ineligible candidates will void the entire ballot.

ARTICLE 7

STANDING COMMITTEES

Section 1: Committee Assignments.Standing Committee Chairpersons and Board Member assignments shall be appointed by the President and approved by the Board of Directors.

Committee members will be appointed by the Chairpersons; Associate member appointments require the President’s approval.

Committee budgets shall be prepared by each Chairperson and submitted to the Executive Director for review and approval through the procedures outlined in the duties of the Executive Director.

The Standing Committees of the HPROA are as listed below.Committees shall include one appointed Board member with the exception of the Audit, Retired Badge, Membership and Entertainment Committee to which a Board member may be appointed. The Treasurer shall be appointed as Chairperson of the Budget and Finance Committee.

1) Budget and Finance6)Membership

2) Legislative 7)Retired Badge

3) Political Action8)Web Site

4) By Laws9)Entertainment

5) Family Assistance10)Audit

Section 2:Audit Committee.The financial records of the HPROA shall be audited annually and at other times as requested by the Board of Directors.The President shall appoint a member as Chairperson of the Audit Committee.The Audit committee shall conduct a full review of all HPROA financial records and prepare an Audit report for submission to the Board of Directors at their Regular meeting in February.

Upon approval of the Board of Directors at the Regular March meeting, the Chairperson of the Audit Committee will present the results of the audit at the general membership meeting and cause the results to be printed and distributed to those in attendance.The Chairperson will likewise cause the audit results to be published in the next issue of the Retired Badge and on the HPROA web site.

The HPROA Board of Directors may by a majority vote, at any time, employ the services of an outside agency to conduct a full and complete audit of the HPROA financial records.

ARTICLE 8

EXECUTIVE DIRECTOR

Section 1:Employment Authorization.The Board of Directors is authorized to employ an Executive Director.Any such employment of an Executive Director shall be confirmed by a majority vote of the Board of Directors.

The Executive Director shall be considered a contract employee of the Association, and as such will be responsible to the Board of Directors through the President.The Board will have primary responsibility for the Executive Director.

The Executive Director shall assist in the recruitment of memberships.

The Executive Director may be co-signatory on HPROA contracts.

Section 2:Duties.The duties and responsibilities of the Executive Director of the HPROA shall consist generally of activities Associated with representing the HPROA as its spokesperson lobbying with the Texas Legislature and Houston City Council on behalf of the HPROA.

The Executive Director is the official custodian of all HPROA records and documents.

The Executive Director shall assist in the recruitment of memberships.

The Executive Director shall fulfill the duties and responsibilities necessary for the management of the HPROA office and the duties of the office secretary.

The Executive Director shall have the responsibility to prepare the budget for adoption by the Board of Directors.The Executive Director shall consult with the Chairperson of the Budget-Finance Committee and with all other committee Chairpersons in the preparation process.

The prepared budget shall be submitted to the Board of Directors for adoption at the Regular Board of Directors meeting in December of each year.

A deficit budget shall not be considered.

The budget term shall be from January 1 through December 31.

SECTION 9

BY-LAWS

Section 1:Amendments.The By-Laws may be amended by the membership at the annual or publicized special meeting called for that purpose.A member must submit a written request to amend the By-Laws to the Board of Directors at least one month prior to any vote by the membership.

SECTION 10

OATH OF OFFICE

Section 1:Oath.I (name in full) elected by the Houston Police Retired Officers Association as (name of office) do solemnly swear or affirm, that I will be loyal to the Houston Police Retired Officers Association and to the best of my ability, strive to instill in the members the spirit of cooperation and the perpetuation of the Association.This, I faithfully promise and call upon these assembled members to witness.

Section 11

Records Retention and Access Guidelines

Purpose:TheHouston Police Retired Officers Association (HPROA), while in existence, will maintain certain records. These guidelines establish the records to be kept, for how long and who has access to them.

Retained Records: Records which will be retained indefinitely include, but not limited to:

1. The minutes of all Board of Directors and the general membership meetings.

2. Association Financial records

3. Political Action Committee monthly financial and activity reports.

4. Internal records such as computer files and reports produced by computer files

5. Expense reports submitted by various members for purposes of reimbursement.

6. Employee contracts or agreements

7. Copies of Association and PAC Annual reports to the Internal Revenue Service.

Access to Records:The records of the HPROA are not covered by the Open Records Act, therefore, members may request copies of retained records by submitting their request in writing and directing it to the HPROA business address by U.S. mail.Requests should clearly and specifically identify those records being sought.

The Executive Directorshall be the official custodian of records, and he will review the request and shall contact and consult with any officer or committee chairperson whose area of responsibility is affected by the request. If, after review, the request is approved, the member will be furnished one copy of each record requested.The records will be provided to the requesting member by U.S. Mail or hand delivery.

If deemed unreasonable in nature, the President shall bring the request to the Board of Directors at a regularly convened meeting for their consideration.The President will notify the requesting member of any action taken by the Board of Directors.If the request is approved the records will be provided.

These By-laws were adopted by the members of the Houston Police Retired Officers Association on this Thursday, the 8th day of August, 2013.